American Airlines Group Inc. 10-K

ITEM 5. MARKET FOR AMERICAN AIRLINES GROUP’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Stock Exchange Listing Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “AAL.” There is no trading market for the common stock of American, which is a wholly-owned subsidiary of AAG. As of February 14, 2025, there were approximately 52,000 holders of record of our common stock. However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. Information on securities authorized for issuance under our equity compensation plans will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders of American Airlines Group Inc. (the Proxy Statement) under the caption “Equity Compensation Plan Information” and is incorporated by reference into this Annual Report on Form 10-K. Dividends on Common Stock There were no cash dividend payments during the years ended December 31, 2024 and 2023. If we determine to make any dividends in the future, such dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended or discontinued again at any time at our discretion and without prior notice. 54 Table of Contents Stock Performance Graph The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing. The following stock performance graph compares the cumulative total stockholder returns during the period from December 31, 2019 to December 31, 2024 of our common stock to the New York Stock Exchange (NYSE) ARCA Airline Index and the Standard and Poor’s Financial Services, LLC (S&P) 500 Stock Index. The comparison assumes $100 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested. The stock performance shown on the following graph represents historical stock performance and is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 American Airlines Group Inc. (AAL) $ 100 $ 55 $ 63 $ 45 $ 48 $ 61 NYSE ARCA Airline Index (XAL) 100 76 74 48 62 61 S&P 500 Index (GSPC) 100 116 148 119 148 182 Purchases of Equity Securities by the Issuer and Affiliated Purchasers No repurchases of AAG common stock were made in 2024 or 2023. Any future determination to enter into a share repurchase program will be at the discretion of the Board of Directors, subject to applicable legal limitations, and will depend upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors. See Part I, Item 1A. Risk Factors – “ If we decide to make repurchases of or pay dividends on our common stock, we cannot guarantee that we will continue to do so or that such a capital deployment program will enhance long-term stockholder value. ” 55 Table of Contents Ownership Restrictions AAG’s Certificate of Incorporation and Bylaws provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended (the Aviation Act), any persons or entities who are not a “citizen of the United States” (as defined under the Aviation Act and administrative interpretations issued by the DOT, its predecessors and successors, from time to time), including any agent, trustee or representative of such persons or entities (a non-citizen), shall not, in the aggregate, own (beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities or (b) 49.0% of our outstanding equity securities. Our Certificate of Incorporation and Bylaws further specify that it is the duty of each stockholder who is a non-citizen to register his, her or its equity securities on our foreign stock record and provide for remedies applicable to stockholders that exceed the voting and ownership caps described above. In addition, to reduce the risk of a potential adverse effect on our ability to use our NOL carryforwards and certain other tax attributes for federal income tax purposes, and in connection with the expiration in December 2021 of certain transfer restrictions applicable to substantial shareholders contained in our Certificate of Incorporation, the Board of Directors of AAG adopted the Tax Benefit Preservation Plan. The Tax Benefit Preservation Plan was subsequently ratified by our stockholders at the 2022 Annual Meeting of Stockholders of AAG. AAG entered into Amendment No. 1 to the Tax Benefit Preservation Plan to extend the expiration date to October 29, 2027, subject to approval by stockholders by October 29, 2025. The Tax Benefit Preservation Plan is designed to reduce the likelihood that we experience an "ownership change” for purposes of Section 382 by deterring certain acquisitions of AAG common stock. There is no assurance, however, that the deterrent mechanism will be effective, and such acquisitions may still occur. In addition, the Tax Benefit Preservation Plan may adversely affect the marketability of AAG common stock by discouraging existing or potential investors from acquiring AAG common stock or additional shares of AAG common stock, because any non-exempt third party that acquires 4.9% or more of the then-outstanding shares of AAG common stock would suffer substantial dilution of its ownership interest in AAG. See Part I, Item 1A. Risk Factors – “AAG’s Certificate of Incorporation, Bylaws and Tax Benefit Preservation Plan include provisions that limit voting and acquisition and disposition of our equity interests and specify an exclusive forum for certain stockholder disputes” and “ Our ability to utilize our NOLs and other carryforwards may be limited.” Also see AAG’s Certification of Incorporation and Bylaws, which are filed as Exhibits 3.1, 3.2 and 3.3 hereto, for the full text of the foregoing restrictions and AAG’s Description of the Registrants’ Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, which is filed as Exhibit 4.1 hereto, for a more detailed description. 56 Table of Contents ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA Selected Consolidated Financial Data of AAG The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended and as of December 31, 2024, 2023 and 2022, are derived from AAG’s audited consolidated financial statements. Year Ended December 31, 2024 2023 2022 (In millions, except share and per share amounts) Consolidated Statements of Operations data: Total operating revenues $ 54,211 $ 52,788 $ 48,971 Total operating expenses 51,597 49,754 47,364 Operating income 2,614 3,034 1,607 Net income 846 822 127 Earnings per common share: Basic $ 1.29 $ 1.26 $ 0.20 Diluted 1.24 1.21 0.19 Shares used for computation (in thousands): Basic 656,996 653,612 650,345 Diluted 721,300 719,669 655,122 Consolidated Balance Sheet data (at end of period): Total assets $ 61,783 $ 63,058 $ 64,716 Debt and finance leases 30,476 32,902 35,663 Pension and postretirement obligations (1) 2,275 3,171 2,926 Operating lease liabilities 7,068 7,761 8,024 Stockholders’ deficit (3,977) (5,202) (5,799) (1) Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 9 to AAG's Consolidated Financial Statements in Part II, Item 8A for further information on pension and postretirement benefits. Reconciliation of GAAP to Non-GAAP Financial Measures We sometimes use financial measures that are derived from the consolidated financial statements but that are not presented in accordance with accounting principles generally accepted in the U.S. (GAAP) to understand and evaluate our current operating performance and to allow for period-to-period comparisons. We believe these non-GAAP financial measures may also provide useful information to investors and others. These non-GAAP measures may not be comparable to similarly titled non-GAAP measures of other companies, and should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flow or liquidity prepared in accordance with GAAP. We are providing a reconciliation of reported non-GAAP financial measures to their comparable financial measures on a GAAP basis. 57 Table of Contents The following table presents the components of our total net special items and the reconciliation of pre-tax income and net income (GAAP measures) to pre-tax income excluding net special items and net income excluding net special items (non-GAAP measures). Management uses these non-GAAP financial measures to evaluate our current operating performance and to allow for period-to-period comparisons. As net special items may vary from period-to-period in nature and amount, the adjustment to exclude net special items allows management an additional tool to understand our core operating performance. Year Ended December 31, 2024 2023 (In millions) Components of Total Special Items, Net: (1) Labor contract expenses (2) $ 605 $ 989 A330 fleet-related adjustments (3) (42) — Severance expenses 13 23 Other operating special items, net 34 (41) Mainline operating special items, net 610 971 Regional operating special items, net (4) 33 8 Operating special items, net 643 979 Debt refinancing and extinguishment (5) 16 280 Mark-to-market adjustments on equity investments, net (6) 8 82 Nonoperating special items, net 24 362 Pre-tax special items, net $ 667 $ 1,341 Reconciliation of Pre-Tax Income Excluding Net Special Items: Pre-tax income – GAAP $ 1,154 $ 1,121 Adjusted for: Pre-tax special items, net 667 1,341 Pre-tax income excluding net special items $ 1,821 $ 2,462 Reconciliation of Net Income Excluding Net Special Items: Net income – GAAP $ 846 $ 822 Adjusted for: Total special items, net 667 1,341 Adjusted for: Net tax effect of net special items (151) (304) Net income excluding net special items $ 1,362 $ 1,859 (1) See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on net special items. (2) Labor contract expenses for 2024 related to one-time charges resulting from the ratification of new CBAs with our mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases. Labor contract expenses for 2023 related to one-time charges resulting from the ratification of a new CBA with our mainline pilots, including a one-time payment of $754 million as well as adjustments to other benefit-related items of $235 million. (3) We retired our Airbus A330 fleet in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic. In 2022, we recorded a non-cash impairment charge to write down the carrying value of our retired Airbus A330 fleet to their then estimated fair value due to the market conditions for certain used aircraft, and in 2024, we entered into a sales agreement for our remaining Airbus A330 aircraft, resulting in a $42 million gain. (4) Regional operating special items, net for 2024 included a $33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer 145 aircraft. (5) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt. 58 Table of Contents (6) Mark-to-market adjustments on equity investments, net included net unrealized gains and losses associated with certain equity investments. See Note 8 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information related to our equity investments. Additionally, the table below presents the reconciliation of total operating costs (GAAP measure) to total operating costs excluding net special items and fuel (non-GAAP measure) and total operating cost per available seat mile (CASM) to CASM excluding net special items and fuel. Management uses total operating costs excluding net special items and fuel and CASM excluding net special items and fuel to evaluate our current operating performance and for period-to-period comparisons. The price of fuel, over which we have no control, impacts the comparability of period-to-period financial performance. The adjustment to exclude net special items and fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance. Amounts may not recalculate due to rounding. Year Ended December 31, 2024 2023 Reconciliation of CASM Excluding Net Special Items and Fuel: (In millions) Total operating expenses – GAAP $ 51,597 $ 49,754 Operating net special items (1) : Mainline operating special items, net (610) (971) Regional operating special items, net (33) (8) Aircraft fuel and related taxes (11,418) (12,257) Total operating expenses, excluding net special items and fuel $ 39,536 $ 36,518 (In millions) Total Available Seat Miles (ASM) 292,948 277,723 (In cents) CASM 17.61 17.92 Operating net special items per ASM (1) : Mainline operating special items, net (0.21) (0.35) Regional operating special items, net (0.01) — Aircraft fuel and related taxes per ASM (3.90) (4.41) CASM, excluding net special items and fuel 13.50 13.15 (1) See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on net special items. 59 Table of Contents Selected Consolidated Financial Data of American The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended and as of December 31, 2024, 2023 and 2022, are derived from American’s audited consolidated financial statements. Year Ended December 31, 2024 2023 2022 (In millions) Consolidated Statements of Operations data: Total operating revenues $ 54,204 $ 52,784 $ 48,965 Total operating expenses 51,550 49,715 47,312 Operating income 2,654 3,069 1,653 Net income 1,262 1,188 338 Consolidated Balance Sheet data (at end of period): Total assets $ 68,755 $ 69,074 $ 70,324 Debt and finance leases 25,736 27,675 30,422 Pension and postretirement obligations (1) 2,262 3,148 2,900 Operating lease liabilities 7,008 7,708 7,961 Stockholder’s equity 8,234 6,577 5,593 (1) Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 8 to American's Consolidated Financial Statements in Part II, Item 8B for further information on pension and postretirement benefits. 60 Table of Contents